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Target Logistics, Inc. Announces Conversion of Preferred Shares into Common Stock
Business Wire - March 23, 2006 08:45
BALTIMORE, Mar 23, 2006 (BUSINESS WIRE) -- Target Logistics, Inc. (OTC BB: TARG), a domestic and international freight forwarder and logistics provider, today announced that the company had completed the conversion of all of the outstanding shares of its Class C 10% Convertible Preferred Stock into shares of Target Logistics' Common Stock.
Since July 1, 2005, 197,000 shares of Class C Preferred Stock have been converted into 1,970,000 shares of Common Stock, increasing Target's public float to approximately 6.5 million Common shares, which represents an increase of approximately 42%. The fully diluted share count remains the same as the conversion had already been calculated in the total. With the conversion of all outstanding shares of the Class C Preferred Stock, the company has also eliminated the 10% dividend on the Class C Preferred shares, which totaled $196,602 for the Company's year ended June 30, 2005.
As previously reported, the Board of Directors had called for the redemption of all of the 142,000 outstanding shares of the Registrant's Class C 10% Convertible Preferred Stock on February 19, 2005. The outstanding shares were callable for redemption after the last sale price of Target's common stock had been at least $2.50 for 20 consecutive trading days.
"We are pleased to have taken another important step in our company's progression," said Stuart Hettleman, Chairman and Chief Executive Officer. "We believe that our continuing solid performance over 13 consecutive quarters is beginning to be better reflected in the market price of our shares, allowing us to strengthen our capital structure, increase the public float and improve our liquidity."
Target Logistics, Inc. provides domestic and international time definite freight forwarding and logistics services through its wholly owned subsidiary, Target Logistic Services, Inc. Target has a network of offices in 34 cities throughout the United States and a worldwide agent network with coverage in over 70 countries. Its freight forwarding services include arranging for the total transport of customers' freight, including providing door to door service, distributions and reverse logistics.
Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Although Target Logistics believes that the expectations reflected in such forward-looking statements are reasonable, the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projections.
SOURCE: Target Logistics, Inc.
... or three ...
> If it does...
> it apparently precedes it by more than a week.
lol -- or two weeks...
If it does...
it apparently precedes it by more than a week.
Next Week: Here's a perfect chance to see if the old adage, volume precedes price, is actually true; 315k volume for TARG is unheard of.
www.stockcharts.com
Ah, yeah... I may have been thinking about NASDAQ Capital Market.
There are 4 standards, if I remember correctly; the different standards are listed here:
Original and Continued Listing Requirements for Amex
Share price requirements are as follows, from 102(b):
(b) Stock Price/Market Value of Shares Publicly Held—The Exchange requires a minimum market price of $3 per share for applicants seeking to qualify for listing pursuant to Section 101 (a), (b) or (d), a minimum market price of $2 per share for applicants seeking to qualify for listing pursuant to Section 101(c), and $3,000,000 aggregate market value of publicly held shares for applicants seeking to qualify for listing pursuant to Section 101(a).
Someday...
:)
A little blurb from Knobias from this morning:
Friday , March 03, 2006 11:00 ET
This is the 1st VOLUME alert for TARG in the past 7 calendar days.
Trading for Target Logistics Incorporated (OTCBB: TARG) has been heavier than usual in today's session. By 11:00 ET, the stock had already traded 54,200 shares via 21 trades. The cumulative volume is 44.25% above its 20-day average of 37,572. Normally the stock experiences around 13 individual trades per session.
So far, today's volume surge has caused a net decline in TARG's stock price. At the time of this alert, the stock was trading at $2.400, down $-0.050 (-2.04%).
One year ago, the Company's shares closed at $1.580. The price has gained more than 51 percent since then.
Over the last 10 trading session TARG has traded in a range between $2.300 and $2.680 and is currently trading 23.81% below its 52-week high of $3.150 set on January 25,2006 and 135.29% above its 52-week low of $1.020 from June 29,2005.
In the previous 3 sessions, TARG trading has displayed a mixed trend. Closing results have been as follows:
March 02, 2006 --- closed at $2.450 even for the day on 79,530 shares
March 01, 2006 --- closed at $2.450 up $0.100 (+4.26%) on 38,470 shares
February 28, 2006 --- closed at $2.350 down $0.110 (-4.47%) on 28,450 shares
The Company last released news on February 01, 2006:
"Target Logistics, Inc. Second Quarter Net Income Grows 79%"
TARGET LOGISTICS INCORPORATED
Target Logistics, Inc. provides freight forwarding services and logistics services.
Thx. It certainly has been absorbed right up.
Doesn't AMEX require a $4 minimum PPS?
The MACD had bottomed out, and its been testing the ~2.25 base level, from the last run, for the past few days (it only made it to 2.30). Today looked like the day to either bounce or break, for technical traders.
Usually TARG runs on fumes, so I initially thought today's volume was just a technical bounce, but this volume is the largest single-day volume in 6 years -- there's something else going on. Hopefully something is developing with this:
1/19/06 -- The company also noted that it has completed an internal audit and implemented necessary changes to ensure its compliance with the corporate governance requirements of The American Stock Exchange. "While we are not currently listed on the Amex or any other exchange, we are anxious to position the company for future growth including a possible market listing," said Mr. Hettleman. "Improving our corporate governance is a step in that direction."
lol, just popped over to remark on the volume. So what's a 'technical volume bounce' for the TA impaired?
scubavol,
We're getting a nice technical volume bounce today...
2/25/06 -- Target Opens Full Service Facility in Boston
ed. They might release a PR next week concerning this new facility -- sometimes they do, sometimes they don't.
___________________________
TARGET LOGISTICS OPENS FULL
SERVICE FACILITY IN BOSTON
BOSTON, FEBRUARY 28: Target Logistic Services, an international freight forwarder and logistics provider, is expanding once again with the opening of a full service cargo facility in Boston to meet the demands of shippers throughout the New England region.
The new Boston facility is managed by cargo veteran, Michelle Merino, with experience both on the manufacturing and distribution level. Ms. Merino noted that Target offers a complete array of supply chain services for both international and domestic shippers via ocean, air, rail or truck.
"With our new facility in Boston, Target is offering New England commerce and industry wide access to worldwide markets," stated Ms. Merino. "We provide a network of distribution services to every part of the U.S., in addition to all major international destinations," added Ms. Merino. She noted that Target has offices in every major city in the U.S., plus company owned facilities in Europe and Asia including eight offices in the key trading nation of China.
Target's new office is offering a complete menu of logistic services. In addition to traditional air and ocean freight forwarding, the company will provide customs brokerage, inventory control, warehousing and quality inspections. The facility is certified to handle hazardous materials.
http://www.targetlogistics.com/pressroom/display.asp?main=../Pressroom/Docs/article022306.htm&co....
S_F, yeah, I'd hope not a big deal in and of itself. Getting rid of 10% preferred divi... more attractive prices ought to come later down the road, so maybe he'll hold on. Can't fault some selling if it's due to rebalancing his personal portfolio. Here's hoping for bigger and better- you have been through a lot more waiting than I have here, for sure.
Yes, those are the long outstanding preferred. They are owned by the same person who has the biggest stake in the company, Mr. Swirnow. He controls everything: Swirnow Airlines, Wrexham, TIA, etc.
e.g., see: http://clearstation.etrade.com/cgi-bin/fundamentals?Event=insiders&Symbol=TARG
The number of "diluted shares" mentioned in the last earnings PR will now become the O/S. The terms of the conversion were changed about a year or two ago -- I wasn't happy about that; I have a post here somewhere where I complain about it. Swirnow hasn't sold any shares, so I don't think anything is going to change there, but, when that day does arrive, that's when I will take notice. Hopefully it won't occur until TARG is off of the OTC-BB.
Form 8-K for TARGET LOGISTICS INC
21-Feb-2006
Other Events
Item 8.01. Other Events.
On February 19, 2006, the Board of Directors of the Registrant called for the redemption of the 142,000 outstanding shares of the Registrants Class C 10% Convertible Preferred Stock (the Class C Preferred Stock) in accordance with the provisions of the Registrants Certificate of Designations, Preferences and Rights of Class C 10% Convertible Preferred Stock included in the Registrants charter (the Charter). Pursuant to the Charter, the outstanding shares of Class C Preferred Stock may be called for redemption after the last sale price of the Registrants Common Stock (the Common Stock) has been at least $2.50 for 20 consecutive trading days. The redemption date is March 21, 2006 (the Redemption Date).
Under the terms of the Charter, the redemption of the Preferred Stock is subject to the rights of the holders thereof to convert outstanding shares of Preferred Stock into shares of Common Stock. Each share of Preferred Stock may, at any time, on or before the Redemption Date, be converted into 10 shares of Common Stock. All accrued and unpaid dividends on shares of Class C Preferred Stock through the date of conversion will be paid to the holder thereof upon conversion.
Under the terms of the Charter and the redemption, all outstanding shares of the Class C Preferred Stock, unless converted prior to the close of business on the Redemption Date, will be redeemed for payment in cash of $10.00 per share. All accrued and unpaid dividends on the redeemed shares of Preferred Stock through the Redemption Date will be paid at that time as well.
scubavol,
good luck.
Yesterday's large volume was interesting...same B/A, MM, and volume activity occured last Nov. before that nice PR.
I had sold the TARG in my nontax account at 2.99 in late January, but at these levels, I'm right back in there- heavier, actually.
yep. I got 10k at .025 and 15K at .035 and flipped 25K at .055 today. They took all of the shares and stayed at .055 bid so that was looking good for you.
2/21/06: Taglich Brothers Update
We are reiterating our Speculative Buy rating on Target Logistics, Inc. (OTC BB: TARG) and increasing our
12-month price target to $4.45 from $2.80 per share.
We continue to believe that shares of TARG are an attractive investment opportunity based on: 1) Recent
financial results and track record of success; 2) Our estimates through fiscal 2007; 3) Attractive valuation;
4) The Company’s reputation, strategy, and market position in the industry; and 5) Strong balance sheet.
Our price target is based on applying a P/E multiple of 36X, derived from the estimated 2007 EPS growth, to
our 2007 EPS of $0.17 per share. Subsequently, we discounted the valuation by 30% to account for risks
including microcap risk.
On February 1, 2006, Target Logistics reported revenues of $46.704 million and net income available to
common shareholders of $0.976 million or $0.05 per share. In the year ago period, TARG reported revenues of
$37.223 million and net income available to common shareholders of $0.545 million or $0.03 per share.
We are increasing our estimates for 2006. For fiscal 2006, we are now forecasting revenues of $158.4 million
and net income of $2.7 million or $0.13 per share. Our previous expectations called for 2006 revenues of
$154.8 million and net income of $2.3 million or $0.10 per share. We are introducing 2007 estimates which
call for revenues of $174.2 million and net income of $3.7 million or $0.17 per share...
http://www.knobias.com/research.pdf?id=3754
> COAC moves if you breathe on it!
> Ended .03 x .055 on 85,500 volume...
Hey Mr. Bill,
Was that you buying some? I picked up about ~140k shares in January, but it only changed the .02 Ask momentarily back then -- maybe I got all they had at the time. I only got interested due to the renewed filing activity. Let me know if you hear anything about them, thanks.
s-f
COAC moves if you breathe on it! Ended .03 x .055 on 85,500 volume
COMMUNITRONICS OF AM - Nasdaq National Market: COAC
Time & Sales most recent next page
Rec. Time Action Price Volume
11:16:24 AM Trade 0.055 500 <- MM signal IMO
10:43:58 AM Trade 0.055 10000 <- Buy IMO
10:35:26 AM Trade 0.045 5000 <- Buy IMO
10:34:50 AM Trade 0.04 5000 <- Buy IMO
10:34:32 AM Trade 0.04 10000 <- Buy IMO
10:29:56 AM Trade 0.035 5000 <- Buy IMO
10:27:32 AM Trade 0.035 5000 <- Buy IMO
10:23:52 AM Trade 0.035 20000 <- Buy IMO
10:23:20 AM Trade 0.035 15000 <- Buy 15K of 15K order
Appears two MMs sold a minimum 5K shares each and moved up IMO
9:52:22 AM Trade 0.025 5000 <- Buy 5 of 25K order
9:52:10 AM Trade 0.025 5000 <- Buy 5 of 25K order
just logged on to check TARG. It looks like someone has "heard something" concerning next Wednesday's earnings -- nice.
...back to packing the house.
Target Logistics, Inc. Names David Swirnow to Board of Directors; Also Takes Steps to Meet Corporate Governance Requirements of American Stock Exchange
BALTIMORE--(Business Wire)--Jan. 19, 2006--
Target Logistics, Inc. (OTC BB: TARG), a domestic and international freight forwarder and logistics provider, today announced that David Swirnow, 46, has been named to the company's Board of Directors, bringing the total number of directors to seven, a majority of whom are independent.
Mr. Swirnow has headed his own company, Swirnow Building Systems Inc., for over 15 years. The company sells and markets proprietary and specialty construction products, both regionally and nationally. He has experience in the shipping and importing of these products, and particular expertise in sales, marketing and management.
"David Swirnow brings a wealth of experience to the Target board," said Stuart Hettleman, President and Chief Executive Officer. "His knowledge and perspective in various disciplines will provide strong counsel as Target Logistics continues to expand and grow its footprint in various markets."
The company also noted that it has completed an internal audit and implemented necessary changes to ensure its compliance with the corporate governance requirements of The American Stock Exchange. "While we are not currently listed on the Amex or any other exchange, we are anxious to position the company for future growth including a possible market listing," said Mr. Hettleman. "Improving our corporate governance is a step in that direction."
Target Logistics, Inc. provides domestic and international time definite freight forwarding and logistics services through its wholly owned subsidiary, Target Logistic Services, Inc. Target has a network of offices in 34 cities throughout the United States and a worldwide agent network with coverage in over 70 countries. Its freight forwarding services include arranging for the total transport of customers' freight, including providing door to door service, distributions and reverse logistics.
Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Although Target Logistics believes that the expectations reflected in such forward-looking statements are reasonable, the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projections.
Cameron Associates Paul G. Henning, 212-554-5462 phenning@cameronassociates.com
______________________________________________________________
Good news -- company is "anxious" to get the hell off the OTC-BB.
David Swirnow -- relative of Richard A. Swirnow no doubt -- the biigest holder of TARG paper.
OT: COAC .015 x .02
Bought some COAC today.
PRE 14C 1/6/06
Frequently Asked Questions Regarding Reincorporation in the State of Nevada
The following questions and answers are intended to respond to frequently asked questions concerning the reincorporation of Communitronics Utah in Nevada. These questions do not, and are not intended to, address all the questions that may be important to you. You should carefully read the entire Information Statement, as well as its appendices and the documents incorporated by reference in this Information Statement.
Q: Why is Communitronics Utah reincorporating in Nevada?
A: Nevada corporate law is better developed and more widely respected than the corporate laws of the State of Utah and we believe that becoming a Nevada corporation will provide us with greater credibility and greater access to capital markets that we have received as a Utah corporation. In addition, the reincorporation will increase the number of shares of common stock that may be issued to raise capital or for compensation. See "Reincorporation in Nevada - Principal Reasons for Reincorporation."
Q: Why isn't Communitronics Utah soliciting proxies relating to the Special Meeting?
A: We have received written consents from the holders of a majority of the capital stock authorized to vote on the reincorporation. Under Utah Revised Business Corporation Act ("Utah law") and our Articles of Incorporation this transaction may be approved by the written consent of a majority of the voting interests entitled to vote on it at a meeting called for that purpose. Since we have received the written consent of the necessary number of votes to approve the reincorporation, conducting a meeting of the stockholders is not necessary and represents a substantial and avoidable expense.
Q: What are the principal features of the reincorporation?
A: The reincorporation will be accomplished by a merger of Communitronics Utah with and into our wholly owned subsidiary, Communitronics Nevada, created specifically for the reincorporation. One new share of Communitronics Nevada common stock will be issued for each share of our common stock outstanding as of January ___, 2006, the Effective Date of the reincorporation and one share of Communitronics Nevada preferred stock will be issued for each ten (10) shares of Communitronics Utah preferred stock outstanding as of January ___, 2006, the Effective Date of the reincorporation. The sales of shares of Communitronics Utah will cease to be reported on the Pink Sheets, LLC and the sales of shares of Communitronics Nevada common stock will begin being reported in their place beginning on January ___, 2006, under a new CUSIP number and new trading symbol that have not yet been assigned. Other securities of Communitronics Utah, such as options, warrants, other rights to purchase common stock, and securities exchangeable for or convertible into our common stock will be exercisable or exchangeable for securities issued by Communitronics Nevada. See "Reincorporation in Nevada - Principal Features of the Reincorporation."
Q: How will the reincorporation affect the owners of Communitronics Utah?
A: After the reincorporation, the rights of the stockholders of Communitronics Nevada will be determined by Nevada law instead of Utah law. Immediately prior to the reincorporation, there were 7,705,296 shares of common stock outstanding and 10,000,000 shares of preferred stock outstanding. After the Effective Date and the exchange of your stock, certificates there will continue to be 7,705,296 shares of common stock outstanding and 1,000,000 shares of preferred stock outstanding. See "Reincorporation in Nevada - Significant Differences Between Communitronics Utah and Communitronics Nevada" and "Interests of Management, Certain Stockholders in the Reincorporation."
Q: What steps have been taken by the Board of Directors to insure that the reincorporation is fair to the current holders of common stock?
A: The board of directors considered various transactions to generate stockholder value, including restructuring Communitronics Utah to permit continued operation and growth. Communitronics Utah is presently unable to raise capital to undertake operations and does not have adequate assets to actively execute its business plan. The board of directors determined that the best opportunity to generate value for the stockholders over the long term was the adoption of a Merger Plan that provides for reincorporation of Communitronics Utah in a jurisdiction that provides greater operational flexibility for Communitronics Utah. The Merger Plan was adopted by the board of directors on January 4, 2006. See "Reincorporation in Nevada - Exchange Ration of Communitronics Utah Common Stock for Communitronics Nevada Common Stock."
Q: How will the reincorporation affect the officers and directors of Communitronics Utah?
A: Our officers and directors hold the same positions with Communitronics Nevada. Communitronics Utah will cease to exist and Communitronics Nevada will undertake all of the operations, assets and liabilities as of the Effective Date.
Q: How do I exchange certificates of Communitronics Utah for certificates of Communitronics Nevada?
A: Enclosed with this Information Statement is a letter of transmittal and instructions for surrendering certificates representing shares of Communitronics Utah. If you are a record stockholder, you should complete the letter of transmittal and send it with certificates representing your shares of Communitronics Utah to the address set forth in the letter. Upon surrender of a certificate for cancellation with a duly executed letter of transmittal, Communitronics Nevada will issue new certificates representing the number of whole shares of Communitronics Nevada common stock as soon as practical after the Effective Date. IF YOU ARE NOT THE RECORD OWNER OF YOUR COMMUNITRONICS UTAH SHARES BECAUSE THEY ARE HELD BY A BROKERAGE OR INVESTMENT BANKER, WE RECOMMEND THAT YOU IMMEDIATELY REQUEST THE ISSUANCE TO YOU IN YOUR NAME OF A CERTIFICATE REPRESENTING YOUR SHARES OF COMMUNITRONICS NEVADA TO MAKE SURE THAT THE CERTIFICATES OF COMMUNITRONICS UTAH HAVE BEEN EXCHANGED BY YOUR BROKER. See "Reincorporation in Nevada - How to Exchange Communitronics Utah Certificates for Communitronics Nevada Certificates."
Q: What if I lost my Communitronics Utah certificates?
A: If you lost your Communitronics Utah certificates, you should contact our transfer agent as soon as possible to have a new certificate issued. You may be required to post a bond or other security to reimburse us for any damages or costs if the certificate is later delivered for conversion. Our transfer agent may be reached at:
Fidelity Transfer Company 1800 S. West Temple, Suite 301 Salt Lake City, Utah 84115 Tel: (801) 484-7222
Q: Can I require Communitronics Utah to purchase my stock?
A: Yes. Under the Merger Plan, Communitronics Nevada has agreed to purchase all but not less than all of the outstanding shares of Communitronics Utah from any stockholder that notifies Communitronics Utah prior to the Effective Date that he or she dissents and tenders certificates representing shares of Communitronics Utah to Communitronics Nevada. The purchase price will be determined by the board of directors based on the fair market value of the shares immediately prior to the Effective Date. See "Dissenters' Rights" and the provisions of Utah law contained in Exhibit C attached to the Information Statement.
Q: Who will pay the costs of reincorporation?
A: Communitronics Utah will pay all of the costs of reincorporation in Nevada, including distributing this Information Statement. We may also pay brokerage firms and other custodians for their reasonable expenses for forwarding information materials to the beneficial owners of our common stock. We do not anticipate contracting for other services in connection with the reincorporation.
Q: Will I have to pay taxes on the new certificates?
A: We believe that the reincorporation is not a taxable event and that you will be entitled to the same aggregate basis in the shares of Communitronics Nevada that you had in our common stock. EVERYONE'S TAX SITUATION IS DIFFERENT AND YOU SHOULD CONSULT WITH YOUR PERSONAL TAX ADVISOR REGARDING THE TAX EFFECT OF THE REINCORPORATION. See "Tax Matters."
--------------------------------------------------------------------------------
COMMUNITRONICS OF AMERICA, INC.
27955 Highway 98, Suite WW
Daphne, Alabama 36526
INFORMATION STATEMENT FOR CONSENT OF STOCKHOLDERS
January ___, 2006
Approximate Date Information Statement First Sent to Stockholders:
January ___, 2006
This Information Statement relates to action taken by the Stockholders of Communitronics of America, Inc., a Utah corporation ("Communitronics Utah") by written consent dated as of January 4, 2006 (the "Consent"). The board of directors has prepared and distributed this Information Statement. We are not soliciting proxies or additional consents and request that you do not send proxies or consents to us for use in connection with the Consent. All expenses incurred in this Information Statement will be paid by Communitronics Utah.
OUTSTANDING SHARES AND VOTING INTERSTS AND
VOTE REQUIRED FOR ADOPTION OF CERTAIN MATTERS
As of the close of business on December 31, 2005, the record date for shares entitled to notice of and to sign written consents in connection with the reincorporation, there were 7,705,296 shares of our common stock outstanding and 10,000,000 shares of our preferred stock outstanding. Each share of our common stock is entitled to one vote and each share of our preferred stock is entitled to 100 votes in connection with the reincorporation. Prior to the mailing of this Information Statement, Mr. Pressler, who owns all of the preferred stock outstanding, signed written consent approving the reincorporation. As a result, the Merger Plan has been approved and neither a meeting of our stockholders nor additional written consents are necessary...
REINCORPORATION IN NEVADA
The following discussion summarizes certain aspects of our reincorporation in Nevada. This summary does not include all of the provisions of the Merger Plan between Communitronics Utah and Communitronics Nevada, a copy of which is attached hereto as Exhibit A, or the Articles of Incorporation of Communitronics Nevada, a copy of which is attached hereto as Exhibit B. Copies of the bylaws of Communitronics Nevada are available for inspection at our principal office and we will send copies to stockholders upon request.
Principal Reasons for Reincorporation
Communitronics Utah believes that the Reincorporation in Nevada will give us more flexibility and simplicity in various corporate transactions. Nevada has adopted a Revised Statute that includes by statute many concepts created by judicial rulings in other jurisdictions and provides additional rights in connection with the issuance and redemption of stock.
In addition, it is possible that a substantial number of our shares will be sold "short" without the delivery of certificates representing the shares sold. This is known as a "naked short" and, if it occurred, will result in significant downward pressure on the value of our common stock. Nevada law permits us to require the delivery of certificates representing our shares when there is a change in our capital structure and, thereby, reduce the number of "naked short" positions affecting the price of our common stock.
We believe our reincorporation in Nevada will save expenses for taxes and fees when we reach profitable operation because Nevada imposes no corporate income taxes on corporations that are incorporated in Nevada.
Principal Features of the Reincorporation
The reincorporation will be effected by the merger of Communitronics Utah with and into our wholly owned subsidiary, Communitronics Nevada. Communitronics Nevada will be the surviving entity.
On the Effective Date, (i) each of our stockholders will be entitled to receive one fully paid and non-assessable share of Communitronics Nevada for each share of our common stock outstanding as of the Effective Date, (ii) each of our stockholders will be entitled to receive one fully paid and non-assessable share of Communitronics Nevada for ten (10) shares of our common stock outstanding as of the Effective Date, (iii) each share of Communitronics Nevada common stock and preferred stock owned by Communitronics Utah will be canceled and resume the status of authorized and unissued Communitronics Nevada common stock, and (iv) Communitronics Utah will cease its corporate existence in the State of Utah. We anticipate that the shares of Communitronics Utah will cease trading on the first trading date following the Effective Date and shares of Communitronics Nevada will begin trading in their place but under a new CUSIP number and symbol.
The Articles of Incorporation and bylaws of Communitronics Nevada are significantly different from the Articles of Incorporation and bylaws of Communitronics Utah. Because of the differences between the Articles of Incorporation and bylaws of Communitronics Utah and the laws of the State of Utah, which govern Communitronics Utah, and the Articles of Incorporation and bylaws of Communitronics Nevada and the laws of the State of Nevada, which govern Communitronics Nevada, your rights as stockholders will be affected by the reincorporation. See the information under "Significant Differences between Communitronics Utah and Communitronics Nevada" for a summary of the differences between the Articles of Incorporation and bylaws of Communitronics Utah and the laws of the State of Utah and the Articles of Incorporation and bylaws of Communitronics Nevada and the laws of the State of Nevada.
The board of directors and officers of Communitronics Nevada consists of the same persons that are currently our directors and officers. Our daily business operations will continue at the principal executive offices at 27955 Highway 98, Suite WW, Daphne, Alabama 36526.
Reservation of Rights
Our Board of Directors reserves the right not to proceed, if, at any time prior to filing the Certificate of Merger with the Secretary of State of the State of Utah, our Board of Directors determines that the Reincorporation is no longer in our and our stockholders' best interests.
How to Exchange Communitronics Utah Certificates for Communitronics Nevada Certificates
Enclosed are (i) a form letter of transmittal and (ii) instructions for surrender of your certificates representing our common stock in exchange for certificates representing shares of Communitronics Nevada common stock and preferred stock. Upon surrender of a certificate representing our common stock or preferred stock to Communitronics Nevada, together with a duly executed letter of transmittal, Communitronics Nevada will issue, as soon as practicable, a certificate representing the number of shares of Communitronics Nevada you are entitled to receive.
If you own our shares through a nominee or in a brokerage account, you do not have a certificate to submit for exchange. Usually, your nominee or broker will submit certificates representing our shares for exchange on your behalf. We recommend that you contact your nominee or broker and request that a certificate be issued to you so that you may submit it for exchange with the enclosed letter of transmittal. This will ensure that there are actually shares of Communitronics Nevada in your name on the books and records of Communitronics Nevada.
Because of the Reincorporation in Nevada, holders of our common stock and preferred stock are not required to exchange their certificates for Communitronics Nevada certificates. Dividends and other distributions declared after the Effective Date with respect to common stock or preferred stock of Communitronics Utah and payable to holders of record thereof after the Effective Date will be paid to the holder of any unsurrendered common stock or preferred stock certificate of Communitronics Utah, which by virtue of the Reincorporation are represented thereby and such holder will be entitled to exercise any right as a shareholder of Communitronics Nevada, until such holder has surrendered the certificate of Communitronics Utah.
Capitalization
Our authorized capital consists of 50,000,000 shares of common stock, $.01 par value and 10,000,000 shares of preferred stock, $.01 par value. As of December 31, 2005, the record date for those stockholders entitled to notice of the reincorporation, there were 7,705,296 shares of our common stock outstanding and 10,000,000 shares of our preferred stock outstanding. The authorized capital of Communitronics Nevada consists of 500,000,000 shares of capital stock divided into 490,000,000 shares of common stock, $.001 par value per share, and 1,000,000 shares of preferred stock, $.001 par value per share. As a result of the reincorporation and mandatory exchange of the common stock and preferred stock, Communitronics Nevada will have outstanding 7,705,296 shares of common stock and 1,000,000 shares of preferred stock. The reincorporation will not affect our total stockholder equity or total capitalization.
SIGNIFICANT DIFFERENCES BETWEEN
COMMUNITRONICS UTAH AND COMMUNITRONICS NEVADA
Communitronics Utah was incorporated under the laws of the State of Utah and Communitronics Nevada is incorporated under the laws of the State of Nevada. Those stockholders that tender their certificates representing the shares of our common stock and preferred stock for exchange will become stockholders of Communitronics Nevada. Their rights as stockholders will be governed by Title 7, Chapter 78 of the Nevada Revised Statutes ("Nevada law") and the Articles of Incorporation and bylaws of Communitronics Nevada rather than the Utah law and the Communitronics Utah Articles of Incorporation and bylaws.
Significant Changes In Communitronics Utah's Charter and By-laws To Be Implemented By the Reincorporation
Corporate Name. The Reincorporation will not effect a change in Communitronics Utah's name.
Limitation of Liability. The Nevada Articles of Incorporation contain a provision limiting or eliminating, with certain exceptions, the liability of directors to Communitronics Nevada and its shareholders for monetary damages for breach of their fiduciary duties. The Communitronics Utah Articles of Incorporation contains no similar provision. The Board of Directors believes that such provision will better enable Communitronics Nevada to attract and retain as directors responsible individuals with the experience and background required to direct Communitronics Nevada's business and affairs. It has become increasingly difficult for corporations to obtain adequate liability insurance to protect directors from personal losses resulting from suits or other proceedings involving them by reason of their service as directors. Such insurance is considered a standard condition of directors' engagement. However, coverage under such insurance is no longer routinely offered by insurers and many traditional insurance carriers have withdrawn from the market. To the extent such insurance is available, the scope of coverage is often restricted, the dollar limits of coverage are substantially reduced and the premiums have risen dramatically.
At the same time directors have been subject to substantial monetary damage awards in recent years. Traditionally, courts have not held directors to be insurers against losses a corporation may suffer as a consequence of directors' good faith exercise of business judgment, even if, in retrospect the directors' decision was an unfortunate one. In the past, directors have had broad discretion to make decisions on behalf of the corporation under the "business judgment rule." The business judgment rule offers protection to directors who, after reasonable investigation, adopt a course of action that they reasonably and in good faith believe will benefit the corporation, but which ultimately proves to be disadvantageous. Under those circumstances, courts have typically been reluctant to subject directors' business judgments to further scrutiny. Some recent court cases have, however, imposed significant personal liability on directors for failure to exercise an informed business judgment with the result that the potential exposure of directors to monetary damages has increased. Consequently legal proceedings against directors relating to decisions made by directors on behalf of corporations have significantly increased in number, cost of defense and level of damages claimed. Whether or not such an action is meritorious, the cost of defense can be well beyond the personal resources of a director.
The Nevada legislature considered such developments a threat to the quality and stability of the governance of Nevada corporations because of the unwillingness of directors, in many instances, to serve without the protection which insurance traditionally has provided and because of the deterrent effect on entrepreneurial decision making by directors who do serve without the protection of traditional insurance coverage. In response, in 1987 the Nevada legislature adopted amendments to the Nevada law which permit a corporation to include in its charter a provision to limit or eliminate, with certain exceptions, the personal liability of Directors to a corporation and its shareholders for monetary damages for breach of their fiduciary duties and to purchase insurance to provide protection to Directors. Similar charter provisions limiting a director's liability are permitted under Utah Law, however, the Communitronics Articles contain no such provision.
The Board of Directors believes that the limitation on directors' liability permitted under Nevada law will assist Communitronics Nevada in attracting and retaining qualified directors by limiting directors' exposure to liability. The Reincorporation proposal will implement this limitation on liability of the directors of Communitronics Nevada, inasmuch as Article IX of the Nevada Articles of Incorporation provides that to the fullest extent that the Nevada law now or hereafter permits the limitation or elimination of the liability of directors, no director will be liable to Communitronics Nevada or its stockholders for monetary damages for breach of fiduciary duty. Under such provision, Communitronics Nevada's directors will not be liable for monetary damages for acts or omissions occurring on or after the Effective Date of the Reincorporation, even if they should fail through negligence or gross negligence, to satisfy their duty of care (which requires directors to exercise informed business judgment in discharging their duties). Article IX would not limit or eliminate any liability of directors for acts or omissions occurring prior to the Effective Date. As provided under Nevada law, Article IX cannot eliminate or limit the liability of directors for breaches of their duty of loyalty to Communitronics Nevada; acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, paying a dividend or effecting a stock repurchase or redemption which is illegal under the Nevada law, or transactions from which a director derived an improper personal benefit. Further, Article IX would not affect the availability of equitable remedies, such as an action to enjoin or rescind a transaction involving a breach of a director's duty of care. Article IX pertains to breaches of duty by directors acting as directors and not to breaches of duty by directors acting as officers (even if the individual in question is also a director). In addition, Article IX would not affect a director's liability to third parties or under the federal securities laws.
Article IX is worded to incorporate any future statutory revisions limiting directors' liability. It provides, however, that no amendment or repeal of its provision will apply to the liability of a director for any acts or omissions occurring prior to such amendment or repeal, unless such amendment has the affect of further limiting or eliminating such liability.
Communitronics Utah has not received notice of any lawsuit or other proceeding to which Article IX might apply. In addition, Article IX is not being included in the Nevada Articles of Incorporation in response to any director's resignation or any notice of an intention to resign. Accordingly, Communitronics Nevada is not aware of any existing circumstances to which Article IX might apply. The Board of Directors recognizes that Article IX may have the effect of reducing the likelihood of derivative litigation against directors, and may discourage or deter stockholders from instituting litigation against directors for breach of their duty of care, even though such an action, if successful, might benefit Communitronics Nevada and its shareholders. However, given the difficult environment and potential for incurring liabilities currently facing directors of publicly held corporations, the Board of Directors believes that Article IX is in the best interests of Communitronics Nevada and its stockholders, since it should enhance Communitronics Nevada's ability to retain highly qualified directors and reduce a possible deterrent to entrepreneurial decision making. In addition, the Board of Directors believes that Article IX may have a favorable impact over the long term on the availability, cost, amount and scope of coverage of directors' liability insurance, although there can be no assurance of such an effect.
Article IX may be viewed as limiting the rights of stockholders, and the broad scope of the indemnification provisions of Communitronics Nevada's could result in increased expense to Communitronics Nevada. Communitronics Nevada believes, however, that these provisions will provide a better balancing of the legal obligations of, and protections for, directors and will contribute to the quality and stability of Communitronics Nevada's governance. The Board of Directors has concluded that the benefit to stockholders of improved corporate governance outweighs any possible adverse effects on stockholders of reducing the exposure of directors to liability and broadening indemnification rights. Because Article IX deals with the potential liability of directors, the members of the Board of Directors may be deemed to have a personal interest in effecting the Reincorporation.
Indemnification. The Nevada law authorizes broad indemnification rights which corporations may provide to their directors, officers and other corporate agents. The Nevada Articles of Incorporation reflect the provisions of Nevada law, as amended, and, as discussed below, provide broad rights to indemnification.
In recent years, investigations, actions, suits and proceedings, including actions, suits and proceedings by or in the right of a corporation to procure a judgment in its favor (referred to together as "proceedings"), seeking to impose liability on, or involving as witnesses, directors and officers of publicly-held corporations have become increasingly common. Such proceedings are typically very expensive, whatever their eventual outcome. In view of the costs and uncertainties of litigation in general it is often prudent to settle proceedings in which claims against a director or officer are made. Settlement amounts, even if material to the corporation involved and minor compared to the enormous amounts frequently claimed, often exceed the financial resources of most individual defendants. Even in proceedings in which a director or officer is not named as a defendant he may incur substantial expenses and attorneys' fees if he is called as a witness or otherwise becomes involved in the proceeding. Although Communitronics Utah's directors and officers have not incurred any liability or significant expense as a result of any proceeding to date the potential for substantial loss does exist. As a result, an individual may conclude that the potential exposure to the costs and risks of proceedings in which he may become involved may exceed any benefit to him from serving as a director or officer of a public corporation. This is particularly true for directors who are not also officers of the corporation. The increasing difficulty and expense of obtaining directors' and officers' liability insurance discussed above has compounded the problem.
The broad scope of indemnification now available under Nevada law will permit Communitronics Nevada to offer its directors and officers greater protection against these risks. The Board of Directors believes that such protection is reasonable and desirable in order to enhance Communitronics Nevada's ability to attract and retain qualified directors as well as to encourage directors to continue to make good faith decisions on behalf of Communitronics Nevada with regard to the best interests of Communitronics Nevada and its stockholders.
The Nevada Articles of Incorporation are quite different from the Communitronics Utah Articles of Incorporation and require indemnification of Communitronics Nevada's directors and officers to the fullest extent permitted under applicable law as from time to time in affect, with respect to expenses, liability or loss (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred by any person in connection with any actual or threatened proceeding by reason of the fact that such person is or was a director or officer of Communitronics Nevada or is or was serving at the request of Communitronics Nevada as a director or officer of another corporation or of a partnership, joint venture; trust, employee benefit plan or other enterprise at the request of Communitronics Nevada. The right to indemnification includes the right to receive payment of expenses in advance of the final disposition of such proceeding; consistent with applicable law from time to time in effect; provided, however, that if the Nevada law requires the payment of such expenses in advance of the final disposition of a proceeding, payment shall be made only if such person undertakes to repay Communitronics Nevada if it is ultimately determined that he or she was not entitled to indemnification. Directors and officers would not be indemnified for lose, liability or expenses incurred in connection with proceedings brought against such persons otherwise than in the capacities in which they serve Communitronics Nevada. Under the Nevada law Communitronics Nevada may, although it has no present intention to do so, by action of the Board of Directors, provide the same indemnification to its employees, agents, attorneys and representatives as it provides to its directors and officers. The Nevada Articles of Incorporation provide that such practices are not exclusive of any other rights to which persons seeking indemnification may otherwise be entitled under any agreement or otherwise.
The Nevada Articles of Incorporation specify that the right to indemnification is a contract right. The Nevada Articles of Incorporation also provides that a person seeking indemnification from Communitronics Nevada may bring suit against Communitronics Nevada to recover any and all amounts entitled to such person provided that such person has filed a written claim with Communitronics Nevada has failed to pay such claim within thirty days of receipt thereof. In addition, the Communitronics Nevada Articles of Incorporation authorize Communitronics Nevada to purchase and maintain indemnity insurance, if it so chooses to guard against future expense.
The Nevada Articles of Incorporation provide for payment of all expenses incurred, including those incurred to defend against a threatened proceeding. Additionally, the Nevada Articles of Incorporation provides that indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. The Nevada Articles of Incorporation also provide that to the extent any director or officer who is, by reason of such a position, a witness in any proceeding, he or she shall be indemnified for all reasonable expenses incurred in connection therewith.
Under Utah law, as with Nevada law, rights to indemnification and expenses need not be limited to those provided by statute. As a result, under Nevada law and the Nevada Articles of Incorporation, Communitronics Nevada will be permitted to indemnity its directors and officers, within the limits established by law and public policy, pursuant to an express contract, a by-law provision, a stockholder vote or otherwise, any or all of which could provide indemnification rights broader than those currently available under the Communitronics Utah Articles of Incorporation or expressly provided for under Nevada or Utah law.
Insofar as the Nevada Articles of Incorporation provide indemnification to directors or officers for liabilities arising under the Securities Act of 1933, it is the position of the Securities and Exchange Commission that such indemnification would be against public policy as expressed in such statute and, therefore, unenforceable.
The Board of Directors recognizes that Communitronics Nevada may in the future be obligated to incur substantial expense as a result of the indemnification rights conferred under the Nevada Articles of Incorporation, which are intended to be as broad as possible under applicable law. Because directors of Communitronics Nevada may personally benefit from the indemnification provisions of the Communitronics Nevada Articles of Incorporation, the members of the Board of Directors may be deemed to have a personal interest in the effectuation of the Reincorporation...
OT: GPAX extends termination date of the Merger Agreement.
GPAX .13 x .15
8-K 1/05/06
Item 1.01 Entry into a Material Definitive Agreement.
On June 27, 2005, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") by and among the Company, GVC Acquisition Corp.,
a Delaware corporation and wholly owned subsidiary of the Company ("MergerCo"),
and Cougar Biotechnology, Inc., a Delaware corporation ("Cougar"), pursuant to
which MergerCo is to merge with and into Cougar, with Cougar remaining as the
surviving corporation and becoming a wholly owned subsidiary of the Company (the
"Merger"). The Merger and Merger Agreement are discussed in the Company's
Current Report on Form 8-K dated (date of earliest event reported) June 27, 2005
filed by the Company with the Securities and Exchange Commission on June 28,
2005, and the Merger Agreement was filed as Exhibit 2.1 to that Report.
On October 7, 2005, the Company, MergerCo and Cougar entered into a
First Amendment (the "First Amendment") to the Merger Agreement pursuant to
which, among other things, Cougar agreed to increase the cash payment payable to
the Company under Section 8.1(g) of the Merger Agreement to $10,000 for each
month beyond September 30, 2005 that Cougar elects to extend the termination
date of the Merger Agreement. Notwithstanding the foregoing, Cougar was not,
without the consent of the Company, entitled to extend the termination date of
the Merger Agreement beyond December 31, 2005. The First Amendment is discussed
in the Company's Current Report on Form 8-K dated (date of earliest event
reported) October 7, 2005, and a copy of the First Amendment was filed as
Exhibit 2.1(b) to that Report.
On December 30, 2005, the Company, MergerCo and Cougar entered into a
Second Amendment to the Merger Agreement (the "Second Amendment") pursuant to
which (a) the parties agreed to extend the date after which the Company may
terminate the Merger Agreement under Section 8(g) of the Merger Agreement to
January 31, 2006, (b) Cougar is to pay the Company $20,000, of which $10,000
represents the fee payable for extending the Merger Agreement through January
31, 2006 and $10,000 represents an advance by Cougar of the fee payable by it in
the event the Company terminates the Merger Agreement in accordance with Section
8.1(g) thereof provided that such termination fee is to be returned to Cougar if
the Closing under the Merger Agreement occurs on or prior to January 31, 2006
and (c) the parties agreed to free each other from the covenant in Section 6.10
of the Merger Agreement to enable them to solicit or initiate discussions or
negotiations with others concerning any merger, sale of capital stock, sale of
substantial assets or other business combination provided that the Company may
not execute a definitive agreement or complete a business combination with
another person until the Merger Agreement has been terminated in accordance with
Section 8.1 of the Merger Agreement. A copy of the Second Amendment is attached
to this Report as Exhibit 2.1(c), is incorporated herein by reference and the
foregoing is qualified in its entirety by reference to the full text thereof.
Article from the Baltimore Business Journal:
Target Logistics anticipates '06 net income doubling
Stephanie Wentworth
Staff
Target Logistics Inc. says it now expects its fiscal 2006 revenues to eclipse $155 million, a 14 percent increase over earlier sales projections the Baltimore freight forwarder had offered.
As the company reaches the midpoint of its fiscal year, it anticipates nearly doubling its 2005 income of $1.6 million. The optimistic revision is attributed to an increased presence in the company's existing markets, according to Stuart Hettleman, president of Target.
Target (OTCBB: TARG), whose 2006 fiscal year ends June 30, expects earnings for the year to be 12 cents to 15 cents per share.
"We believe this trend is sustainable, as our customers and potential customers continue to look for strong partners who not only provide reliable service but offer value-added capabilities and detailed reporting and tracking information as well," Hettleman said in a statement.
The domestic and international freight forwarder went public in 1996. Its average shipment weighs about 1,400 pounds, Hettleman told the Baltimore Business Journal in November.
Target has offices in 34 U.S. cities and agents in 70 countries. It offers total freight transport that includes door-to-door service, distribution and customer returns to manufacturers and distributors.
The company plans to announce second quarter results, for the period ending Dec. 31, in early February.
© 2006 American City Business Journals Inc. Add RSS Headlines
Glad I could be a part of it. :)
rotf. a record weeeeeeeeeeeeeeee
nice siggy
> whatever dude. Jibberish and trying to sound all
> technical aint gonna make me buy your shares.
heh, lol! I logged on and saw 9 posts on the TARG board.
That is an official record for the TARG board.
"What? Were we bought out...wha? Oh." :)
Here's what the experts say about TARG:
Dr. Smith: Never fear! TARG will go up!
Martian Invader: Ack! Ack, Ack! Ack TARG.
Bill Lumbergh: Uh, yeah...Peter. About those new coversheets on all the TPS reports..."
Frank: The world will end in 28 days, 6 hours, 42 minutes, and 12 seconds.
Just ignore Frank the Evil Bunny, he's just a basher.
Sandy is gonna take us to da Moon!
very nice. congrats.
Well, the bit in my IRA I bought in October is right at a double right now. In the taxable account only up 62%. I'm not complaining, lol. Probably stick with it a while- if it gets close to 3 I'll have to start thinkin'.
lol. thanks. think TARG looks like a nice one btw :) noone listens to me anyway so the joke bash could do nothing but get more buyers. hehe
Kinda figured that after I'd posted- looked at a few of your posts wondering 'who the F is this guy' and started thinking, "He sounds smarter than THAT..."
hah. np.
hehe. just screwing with slowfeet.
LOL! We ain't selling, genius.
whatever dude. Jibberish and trying to sound all techncial aint gonna make me buy your shares.
1/4/06 PR
Using diluted shares of 21.470288M (15.858M basic), the guidance for fiscal 06 implies (.12 - .15)*21.47M = 2.58M - 3.22M net income. Guidance for the year, using basic shares, is .162-.20.
This is a 6-month projection, and, taking into account the last PR (on 11/7/05), the 2Q earnings (to be announced the 1st week of Feb.), historically the strongest, should be ~.8-1.1M net income. Once again, nothing "exponential" here, but it does imply the solid and sustained growth necessary to support a $2.5-3.5 share price. A couple more successful acquisitions and in 2-3 years TARG will finally be off the OTC -- fingers crossed of course.
Target Logistics, Inc. Sees 70-110% Increase in Net Income in FY 2006; Strong First Half of Year Drives Expected 12-14% Yearly Revenue Growth
BALTIMORE--(Business Wire)--Jan. 4, 2006--
Target Logistics, Inc. (OTC BB: TARG), a domestic and international freight forwarder and logistics provider, today announced that in view of its continuing strong operating performance during the first half of its fiscal year, the company is updating its FY 2006 guidance.
The Company now expects revenue to increase 12-14% and net income to rise 70-110% for fiscal 2006 compared to fiscal 2005. This range of net income would produce fully diluted earning per share of $.12 - $.15 per share. Target's 2006 fiscal year ends June 30, 2006 and management expects to report second quarter results for the period ended December 31, 2005 during the first week of February.
"Achieving our goals for FYE 2006, will result in four consecutive years of solid revenue growth and more importantly, four consecutive years of substantially increasing operating income. We believe that this performance further validates our business strategy: strengthening our presence in existing markets through internal growth and acquisitions and leveraging our growing freight volume to substantially increase gross profit and operating income" said Stuart Hettleman, President and Chief Executive Officer. "We look forward to reporting our 13th consecutive quarter of profitability in February".
"We believe this trend is sustainable, as our customers and potential customers continue to look for strong partners who not only provide reliable service, but offer value-added capabilities and detailed reporting and tracking information as well," continued Mr. Hettleman, "In addition, our core infrastructure can accommodate substantial top line growth without major additional expenditures."
Target Logistics, Inc. provides domestic and international time definite freight forwarding and logistics services through its wholly owned subsidiary, Target Logistic Services, Inc. Target has a network of offices in 34 cities throughout the United States and a worldwide agent network with coverage in over 70 countries. Its freight forwarding services include arranging for the total transport of customers' freight, including providing door to door service, distributions and reverse logistics.
Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Although Target Logistics believes that the expectations reflected in such forward-looking statements are reasonable, the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projections.
Cameron Associates Paul G. Henning, 212-554-5462 phenning@cameronassociates.com 04Jan06 13:15 GMT
Symbols: us;TARG
Source BW Business Wire
Categories: MST/I/AIF MST/I/RAI MST/I/TRK MST/L/EN MST/R/NME MST/R/US MST/R/US/MD TGT/BWB
Target Logistics, Inc. Sees 70-110% Increase in Net Income in FY 2006; Strong First Half of Year Drives Expected 12-14% Yearly Revenue Growth
Business Wire - January 04, 2006 08:15
BALTIMORE, Jan 04, 2006 (BUSINESS WIRE) -- Target Logistics, Inc. (OTC BB: TARG), a domestic and international freight forwarder and logistics provider, today announced that in view of its continuing strong operating performance during the first half of its fiscal year, the company is updating its FY 2006 guidance.
The Company now expects revenue to increase 12-14% and net income to rise 70-110% for fiscal 2006 compared to fiscal 2005. This range of net income would produce fully diluted earning per share of $.12 - $.15 per share. Target's 2006 fiscal year ends June 30, 2006 and management expects to report second quarter results for the period ended December 31, 2005 during the first week of February.
"Achieving our goals for FYE 2006, will result in four consecutive years of solid revenue growth and more importantly, four consecutive years of substantially increasing operating income. We believe that this performance further validates our business strategy: strengthening our presence in existing markets through internal growth and acquisitions and leveraging our growing freight volume to substantially increase gross profit and operating income" said Stuart Hettleman, President and Chief Executive Officer. "We look forward to reporting our 13th consecutive quarter of profitability in February".
"We believe this trend is sustainable, as our customers and potential customers continue to look for strong partners who not only provide reliable service, but offer value-added capabilities and detailed reporting and tracking information as well," continued Mr. Hettleman, "In addition, our core infrastructure can accommodate substantial top line growth without major additional expenditures."
Target Logistics, Inc. provides domestic and international time definite freight forwarding and logistics services through its wholly owned subsidiary, Target Logistic Services, Inc. Target has a network of offices in 34 cities throughout the United States and a worldwide agent network with coverage in over 70 countries. Its freight forwarding services include arranging for the total transport of customers' freight, including providing door to door service, distributions and reverse logistics.
Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Although Target Logistics believes that the expectations reflected in such forward-looking statements are reasonable, the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projections.
SOURCE: Target Logistics, Inc.
Cameron Associates
Paul G. Henning, 212-554-5462
phenning@cameronassociates.com
Copyright (C) 2006 Business Wire. All rights reserved.
OT: RLGT .85 x 1.05
I bought a couple k today. A long-shot w/ some former
STG execs.
Bohn H. Crain. Mr. Crain has served as our Chief Executive Officer, Chief Financial Officer and Chairman of our Board of Directors since October 20, 2005. Mr. Crain brings over 15 years of industry and capital markets experience in transportations and logistics. In 2005, Mr. Crain founded Radiant Capital Partners, LLC to execute a consolidation strategy in the sector. From 2002 until 2005, Mr. Crain served as the executive vice president and the chief financial officer of Stonepath Group, Inc. (“Stonepath”). Stonepath is a global non-asset based provider of third party logistics services listed on the American Stock Exchange. In 2001, Mr. Crain served as the executive vice president and chief financial officer of Schneider Logistics, Inc., a third-party logistics company, and from 2000 to 2001, he served as the vice president and treasurer of Florida East Coast Industries, Inc., a public company engaged in railroad and real estate businesses listed on the New York Stock Exchange. Between 1989 and 2000, Mr. Crain held various vice president and treasury positions for CSX Corp., and several of its subsidiaries, a Fortune 500 transportation company listed on the New York Stock Exchange. Mr. Crain earned a Bachelor of Science in Accounting from the University of Texas.
Stephen M. Cohen. Mr. Cohen has served as our General Counsel, Secretary, Treasurer and member of our Board of Directors since October 20, 2005. In 2004, Mr. Cohen founded SMC Capital Advisors, Inc. which provides business and legal consulting services focusing on corporate finance and federal securities matters. From 2000 until 2004, Mr. Cohen served as senior vice president, general counsel and secretary of Stonepath, where he helped transition that company from a venture investor in early stage technology businesses to a global logistics company and assisted in the acquisition of domestic and international logistics companies in the United States, Asia and South America. Prior to 2000, Mr. Cohen practiced law, including having been a shareholder of Buchanan Ingersoll P.C., from 1996 to 2000, and a partner at Clark, Ladner, Fortenbaugh & Young from 1990 to 1996. Mr. Cohen earned a Bachelor of Science in Accounting from the School of Commerce and Finance of Villanova University in 1977, a Juris Doctor from Temple University in 1980, and an LLM in Taxation from Villanova University School of Law. Mr. Cohen is licensed to practice law in Pennsylvania.
http://www.radiant-logistics.com/
TARG 12/8
Buying at the Ask for the past couple of days with a nice bounce off the OBV MA20. With a slow and steady consolidation going into the next earnings release, we could see solid support in the mid-2's.
OT: SIMP 1.36 x variable
DEFINITIVE AGREEMENT
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 1, 2005, registrant ("Siam"), by and through its wholly-owned
subsidiary, Siam Acquisition Corp., a Nevada corporation ("SAC"), entered into a
Merger Agreement and Plan of Reorganization to acquire 100% of the total issued
and outstanding shares of Vaughan Foods, Inc., an Oklahoma corporation
("Vaughan"), from the shareholders of Vaughan, in full and sole consideration of
11,580,000 shares of the registrant's restricted Common Stock, representing
96.5% of the total outstanding shares of Common Stock of Siam post-merger. The
transaction did not involve the transfer of any funds. The 11,580,000 shares
will be issued directly by Siam from its authorized but unissued shares of
Common Stock. After completion of the merger, the shareholders of Vaughan will
have direct beneficial ownership and voting control of Siam.
In addition, 2,000,000 Vaughan Warrants shall be exchanged for the same
number of validly issued Siam Warrants, each Siam Warrant entitling the holder
to acquire one share of Siam Common Stock on substantially the same terms as
applied to the Vaughan Warrant. Further, the holders of 80,000 Vaughan Unit
Purchase Warrants shall convert their Vaughan Unit Purchase Warrants into 80,000
validly issued Siam Unit Purchase Warrants, each Siam Unit Purchase Warrant
entitling the holder to purchase to acquire a unit consisting of four shares of
Siam Common Stock and two warrants to purchase shares of Siam Common Stock on
substantially the same terms as applied to the Vaughan Unit Purchase Warrant.
There are no arrangements or understandings among members of the former
and/or the new control groups and/or their respective associates with respect to
the election of directors or other matters.
There are no arrangements, known to the registrant, the operation of which
may, at a subsequent date, result in a change in control of registrant.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On December 1, 2005, the Company authorized the issuance of 6,200,000
shares of restricted common stock, par value $.001, to MAC Partners, LP as
payment in full for $6,200.00 of consulting services rendered in connection with
negotiating the merger agreement with Vaughan. The 6,200,000 shares will be
issued directly by Siam from its authorized but unissued shares of Common Stock.
The registrant relied on Section 4(2) of the Securities Act for exemption from
registration of these shares.
ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT
On December 1, 2005, the Company authorized the issuance of 6,200,000
shares of restricted common stock to MAC Partners, LP. After the 6,200,000
shares are issued, but before the merger with Vaughan is complete, MAC Partners,
LP will own approximately 77.5% of the registrant's outstanding shares. The
6,200,000 shares will be issued directly by Siam from its authorized but
unissued shares of Common Stock.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On October 11, 2005, Saengjan Nutjaree resigned from the Board of Directors
of Siam and Taber Wetz was appointed as Director. Mr. Wetz is President of MAC
Partners, LP and has served as such since April 2005. Mr. Wetz began work as a
financial analyst and has been working for MAC Partners since 2002. Prior to
working with MAC Partners Mr. Wetz worked as a financial analyst for Visual
Strategies, LLC in 2001 and Remote Solutions, Inc. in 2002. Mr. Wetz also worked
for Aurion Technologies in 2000 and 2001 as a financial analyst. Mr. Wetz
received a Bachelor degree in Finance from Oklahoma State University in 2001.
Mr. Wetz is not a director of any other public company. Additionally, there
are no family relationships between Mr. Wetz and any other directors or
executive officers.
OT: SRVV 1.01 x nada
FORM 8-K, 12/01/05
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On November 30, 2005, Silver River Ventures, Inc. finalized an agreement to
acquire BioForce Nanosciences, Inc., a Delaware corporation doing business in
Ames, Iowa ("BioForce"). The acquisition will be facilitated by merging our
newly created, wholly-owned subsidiary, Silver River Acquisitions, Inc., with
and into BioForce with BioForce being the surviving entity. As a result of the
transaction, BioForce will become our wholly-owned subsidiary.
Under the terms of the agreement, we will effect, prior to the closing of
the agreement, a forward stock split of our issued and outstanding common stock
on a 2 shares for 1 share basis. The forward stock split will increase our
outstanding shares of common stock from 1,999,975 shares to 3,999,950 shares. As
consideration for the acquisition, current holders of BioForce common stock will
receive an aggregate of 16,000,000 shares of Silver River common stock,
post-split. These shares will represent approximately 80% of our total
outstanding shares (post-split) following the transaction. Current Silver River
stockholders will retain approximately 20% of the outstanding shares.
We also intend to commence a private placement of our common stock and
stock purchase warrants to raise a minimum of $2.5 million and a maximum of $6.0
million. As a condition to closing the acquisition of BioForce, we must realize
a minimum of $2.5 million from the private placement prior to the closing. The
proceeds of the private placement will be used to finance the ongoing operations
of BioForce following the acquisition. As a result of the private placement,
current Silver River stockholders will experience additional dilution. There can
be no assurance that we will be successful in raising the requisite funds
pursuant to the private placement, or that the acquisition of BioForce will be
finalized.
On November 30, 2005, our board of directors approved the execution of the
agreement with BioForce and the forward stock split. The effective date of the
stock split will be established by our board for a date prior to the effective
date of the merger agreement with BioForce. We presently anticipate the split to
occur in January 2006.
We also expect the acquisition of BioForce to be finalized in January 2006.
Following the merger transaction, we will abecome engaged, through our
subsidiary, in the current business of BioForce. BioForce is a development stage
company that owns certain patented and patent-pending technology and is
commercializing the NanoArrayer(TM) System for ultramicro- and nanoscale
placement, patterning and painting of active biomolecules and other materials at
discrete locations on silicon chips and other surfaces to create "nanoarrays."
This technology creates the opportunity to easily produce ultraminiaturized and
ultrasensitive biochips, biosensors and biodevices with utility in several
market segments.
We are presently preparing an information statement to be filed with the
SEC and mailed to our stockholders that will describe in detail the terms of the
acquisition and the business of BioForce.
OT: SYNR .17 x .30
"State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. As of September 30, 2005, the Company had outstanding 3,000,000 shares of common stock and 50,000 shares of preferred stock, par value $0.001 per share." - 10QSB 11/14/2005 10/30/2005
SYNR S8 2,900,000
SYNERTECK INC 0001289630 S-8 11/30/2005
Synerteck Enters LOI to Acquire IFSA Strongman; IFSA Strongman Executives to Take... [FQMLGHV]
Synerteck Enters LOI to Acquire IFSA Strongman; IFSA Strongman Executives to Take Key Management Positions Proposed Change in Company Name and Focus to Strongman
DRAPER, Utah--(Business Wire)--Nov. 30, 2005--
Synerteck Incorporated (OTCBB:SYNR) an IT services provider, today announced that it has singed a Letter of Intent (LOI) to acquire IFSA Strongman Ltd., the exclusive manager of most top Strongman athletes and events worldwide.
In accordance with the terms of the LOI, publicly traded Synerteck is to purchase all of the outstanding shares of IFSA Strongman Ltd., a U.K.-based company that is the world governing body for the growing Strongman sport and the owner of most commercial rights to Strongman. Upon completion of the acquisition, executives of IFSA Strongman, including two former McKinsey executives, three PhDs, and executives from Pepsi and Hewlett-Packard as well as several sports marketing and TV groups, will take key management posts at the Company. The new management team intends to change the Company's name as well as its focus to the Strongman business.
IFSA Strongman, the principal owner of the Strongman brand and sport, spent most of fiscal 2005 securing the key rights to the strongman sport and athletes through acquisitions and contracting. The Company is now launching its planned growth initiatives, which are expected to grow revenues multi-fold in the coming years. A billion people worldwide have seen the Strongman sport. IFSA Strongman is currently leveraging this exposure and brand recognition through its strategy. The company is an integrated media, entertainment, and athlete representation company principally engaged in the development, production, and marketing of television programming, pay-per-view programming, live events, and the licensing and sale branded consumer products featuring both the company's brand and the brands of athletes it represents. The company is also the World Governing Body of the Strongman sport with over 30 National Federations across the world.
"IFSA Strongman has a tremendous asset in its brand name and recognized sport. The Company is geared to leverage this brand into one of the most widely recognized sports brands in the world. We believe this acquisition builds value for Synerteck shareholders and puts our company on the path to rapid growth. We look forward to concluding the acquisition," commented Clayton Barlow, President of Synerteck.
Jussi Laurimaa, CEO of IFSA Strongman, added, "We are ready to grow Strongman to be one of the leading global sports and entertainment properties. This acquisition makes us a public company in the U.S. markets, giving us greater access to capital and opportunities for growth. We believe that IFSA Strongman offers U.S. investors an exciting high-growth sports and entertainment story executed by a very experienced and shareholder value-focused team."
About Synerteck
Synerteck Incorporated provides information technology solutions to small and medium size businesses in North America and Europe. Its services include network engineering, architecture, and design; Website and email hosting; network hosting; Website design; application programming; telecommunication systems services and integration; and hardware sales and hardware lease brokering. The company was founded in 2001 and is headquartered in Draper, Utah. For more information please visit www.synerteck.com.
MCC Financial Services Dilek Mir, 310-453-4667 x 235
Copyright Business Wire 2005 30Nov05 23:37 GMT
Symbols: us;SYNR
Source BW Business Wire
Categories: MST/I/CPM MST/I/NET MST/I/RCS MST/I/SOF MST/I/TEL MST/L/EN MST/R/EU MST/R/GB MST/R/NME MST/R/US MST/R/US/UT MST/S/MRG TGT/BWB
OT: TCLL .10 x .12
Tricell Announces Net Profit and Increased Revenues for Third Quarter of 2005
STAFFORDSHIRE, England, Nov 22, 2005 /PRNewswire-FirstCall via COMTEX/ -- Tricell Inc. (OTC Pink Sheets: TCLL), announced a net profit of $349,900 for the quarter ended September 30, 2005, as compared to a net loss of $877,181 for the same quarter last year. Net profit for the nine months ended September 30, 2005 was $217,862, as compared to a net loss of $2,419,044 for the same period in 2004. Additionally, the Company's sales revenue increased substantially to $516.9 million for the nine months ended September 30, 2005 as compared to $12.7 million for the same period in 2004, while it increased to $240.1 million for the quarter ending September 30, 2005, as compared to $3.9 million for the same quarter last year. The increase in revenues and profits during the quarter and nine months ended September 30, 2005 as compared to the quarter and nine months ended September 30, 2004 is the result of our recommencement of material trading operations in January 2005.
Andre Salt, Tricell's CEO and Chairman of the Board, stated "We at Tricell are very encouraged with our results through the first nine months of 2005, and are optimistic we will continue our level of operations through 2005 and 2006. Our integration of Ace Telecom, together with the appointment to our board of directors of the Ace principals, has been effected as seamlessly as we could have envisioned."
Tricell Inc. was established in 1999 as a distributor of mobile phones and related accessories to the wholesale markets in the UK, Europe, Middle East and Asia. For more information, please visit our website at www.tricellinc.com , or the SEC's Edgar filing system at www.sec.gov .
Disclaimer:
The above news release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 (the "Act"). These statements are based on assumptions that management believes are reasonable based on currently available information. However, management's assumptions and the company's future performance are both subject to a wide range of business risks and external factors. There is no assurance that these goals and projections can or will be met.
SOURCE Tricell Inc.
CONTACT: Jeff Nunn, Managing Director of Tricell Inc., +44-8707-532360, or fax,
+44-8707-532361, or Info@tricelldistribution.com
URL: http://www.prnewswire.com
http://www.tricellinc.com
http://www.tricelldistribution.com
www.prnewswire.com
Copyright (C) 2005 PR Newswire. All rights reserved.
-0-
KEYWORD: England
INDUSTRY KEYWORD: CPR
TLS
OTC
SUBJECT CODE: ERN
TARG is starting to get noticed...someday, hopefully, some "real" analysts will notice it.
________________________________________________________________
www.MarketGainer.com: Market Gainer releases profile for Target Logistics Incorporated
Tuesday , November 22, 2005 03:13 ET
Nov 22, 2005 (M2 PRESSWIRE via COMTEX) -- MarketGainer.com strives to find dynamic issues that are unknown but because of their technology, approach, executive team, recent discoveries or other key factors, could advance in the market. MarketGainer.com has identified the following company based on these issues. Target Logistics Incorporated (OTCBB:TARG) provides domestic and international time definite freight forwarding and logistics services. They have a network of offices in 34 cities throughout the United States and a worldwide agent network with coverage in over 70 countries.
Company Shares of Target logistics elevated 29 percent in trading, climbing up $0.51 from the previous close of $ 1.73. Smashing the average volume, well over 139,000 shares changed hands. The current share value resides at $2.24. Steady trading is depicted in the 5 day chart, and continues to impress investors as this company announces a profitable month of October.
On November 21, 2005 the company announced that they had their strongest month in company history. Revenue for the month was approximately $14.7 million, while operating income reached approximately $900,000. The company reported operating income of $880,515 for the fiscal first quarter ended September 31, 2005. Target's second fiscal quarter ends on December 31, 2005. October 2005 was the strongest monthly period for Target since the company went public in 1996.
Stuart Hettleman, president and chief executive officer of Target Logistics stated..........
To view the full Market Gainer Report on Target Logistics Incorporated, please visit www.marketgainer.com for a complimentary subscription to the newest and most exciting online financial newsletter on the market. No Credit Card information needed.
The Financial Information and Financial Content provided by Marketgainer.com is for informational purposes only and should not be used or construed as an offer to sell, a solicitation of an offer to buy, or endorsement, recommendations, or sponsorship of any company or security by Marketgainer.com. You acknowledge and agree that any request for information is unsolicited and shall neither constitute nor be construed as investment advice by Marketgainer.com to you. It is strongly recommended that you seek outside advice from a qualified securities professional prior to making any securities investment. Marketgainer.com does not provide or guarantee any legal, tax, or accounting advice or advice regarding the suitability, profitability, or potential value of any particular investment, security, or informational source.
All material herein was prepared by based upon information believed to be reliable. The information contained herein is not guaranteed by Market Gainer to be accurate, and should not be considered to be all-inclusive. The companies that are discussed in this opinion have not approved the statements made in this opinion. This opinion contains forward-looking statements that involve risks and uncertainties. This material is for informational purposes only and should not be construed as an offer or solicitation of an offer to buy or sell securities. Market Gainer is not a licensed broker, broker dealer, market maker, investment banker, investment advisor, analyst or underwriter. Please consult a broker before purchasing or selling any securities viewed on or mentioned herein. Market Gainer may receive compensation in cash or shares from independent third parties or from the companies mentioned.
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may", "future", "plan" or "planned", "will" or "should", "expected," "anticipates", "draft", "eventually" or "projected". You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in a companies' annual report on Form 10-K or 10-KSB and other filings made by such company with the Securities and Exchange Commission.
M2 Communications Ltd disclaims all liability for information provided within M2 PressWIRE. Data supplied by named party/parties. Further information on M2 PressWIRE can be obtained at http://www.presswire.net on the world wide web. Inquiries to info@m2.com.
(C)1994-2005 M2 COMMUNICATIONS LTD
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keep your fingers crossed...and we'll get off the OTC and on to a "real" exchange. :)
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